Redflex : 2017 Annual General Meeting

Redflex Holdings Limited | ABN 96 069 306 216

In accordance with ASX Listing Rule 3.13.1, the Company announces that the Annual General Meeting (AGM) for Redflex Holdings Limited (ABN 96 069 306 216) (ASX:RDF) will be held at 1.00PM on Wednesday 25 October 2017 at the offices of Baker & McKenzie Lawyers, Level 19, 181 William Street, Melbourne, Victoria, 3000, Australia.

Also attached is the Chairman's letter to Shareholders, the 2017 AGM Notice of Meeting, Explanatory Statement, Proxy Form and Shareholder Question Form.

A copy of the 2017 Annual Report of the Company is available in the Investors / ASX Announcements section of the Company's website www.redflex.com.

For further information:

Redflex Holdings Limited

31 Market Street (P.O. Box 720), South Melbourne, Victoria, Australia 3205 t: +613 9093 3304

e: redflexholdingslimited@redflex.com.au

www.redflex.com

Redflex Holdings Limited ABN 96 069 306 216

31 Market Street (PO Box 720), South Melbourne

Victoria, Australia 3205

Tel: +61 3 9093 3304

Web: www.redflex.com

MR SAM SAMPLE UNIT 123

123 SAMPLE STREET

SAMPLEVILLE VIC 3333

21 September 2017

Dear Shareholder

On behalf of the Board I am pleased to invite you to attend the 2017 Annual General Meeting (AGM) of Redflex Holdings Ltd (Company) and enclose the following information:

• Notice of Annual General Meeting (Notice);

• Explanatory Statement;

• Proxy Form;

• Shareholder Question Form; and

• A 'Reply Paid' envelope for lodging your Proxy Form and/or sending any written questions to the Company prior to the AGM.

The 2017 AGM will be held at 1.00PM (AEDST) on Wednesday 25 October 2017 at the offices of Baker & McKenzie Lawyers, Level 19, 181 William Street, Melbourne, Victoria, 3000, Australia.

The formal business of the AGM is set out in the Notice. The Notice and Explanatory Statement provide important information in relation to the matters to be considered by shareholders at the meeting and I encourage you to read these materials carefully.

As a shareholder, you can attend and vote at the AGM in person and as a proxy for another shareholder. If you are attending the AGM as a proxy for another shareholder, please bring the properly signed proxy form to allow our share registry provider (Computershare) to promptly register your attendance at the meeting. The registration desk will be open from 12:00pm (AEDST).

2017 Annual General Meeting

If you are unable to attend in person, you may wish to appoint a proxy to attend and vote at the AGM in your place. Please refer to the Notice and Proxy Form regarding the appointment of a proxy.

If you have a question that you would to ask, please complete the enclosed Shareholder Question Form. During the AGM we intend to respond to as many questions as possible. However, please note that due to the number of questions that may be received individual responses will not be sent.

Written shareholder questions should be submitted prior to the AGM and should be received by the Company by 5:00pm on Tuesday 17 October 2017 (AEDST). However, despite this deadline, shareholders still can ask questions on the day, in person, at the AGM.

In closing, on behalf of the Company and its management, I sincerely hope that you can attend the

Company's 2017 AGM and we look forward to seeing you there. With best wishes,

Yours sincerely

Chairman

2

To receive and consider the Financial Report and the Reports of the Directors and the Auditor for the year ended 30 June 2017.

1. To consider and, if thought fit, pass the following resolution as an ordinary resolution:

   "That Adam Gray, who retires by rotation in accordance with the Company's Constitution and ASX

   Listing Rule 14.4, be re-elected as a Non-executive Director of the Company."

   Re-election of Mr Clark Davey

2. To consider and, if thought fit, pass the following resolution as an ordinary resolution:

   "That Clark Davey, who retires by rotation in accordance with the Company's Constitution and

   ASX Listing Rule 14.4, be re-elected as a Non-executive Director of the Company."

   Adoption of the Remuneration Report

3. To consider and, if thought fit, pass the following resolution as an ordinary resolution:

   "That the Remuneration Report (forming part of the Directors' Report) for the year ended 30 June 2017 be adopted."

   Note: In accordance with section 250R of the Corporations Act 2001 (Cth), the vote on Resolution 3 will be advisory only and will not bind the Directors of the Company.

   Refreshing of Placement Capacity

4. To consider and, if thought fit, pass the following resolution as an ordinary resolution:

   "That the Company approve and ratify the previous issue of 7,602,238 securities for the purposes of Listing Rule 7.4 and for all other purposes on the basis set out in the Explanatory Statement."

   Long Term Incentive Plan Approval

5. To consider and, if thought fit, pass the following resolution as an ordinary resolution:

"That the Company approve the issue of securities under its Long Term Incentive Performance Rights Plan for the purposes of Listing Rule 7.2 Exception 9 on the basis set out in the Explanatory Statement."

Craig Durham Company Secretary

21 September 2017